UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2000
APPLE HOMES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
0-22045 13-3525328
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(Commission File Number) (IRS Employer Identification No)
124 North Belair Road
Evans, Georgia 30809
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (706) 650-2015
Not applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
(a) On September 30, 2000 control of the Registrant changed from its prior
board of directors to Thomas Kontogiannis and Robert Shatles and directors
designated by them, including Ray E. Shain, David Cymrot, Nick Tsismenakis
and Hiram Dixon Settle III. (Mr. Ed Tyler was listed in the Proxy Statement
as a director of the Company, however; he has since declined the position
due to his lack of time.) This change of control was effectuated by the
merger of Bravo.com Acquisition Corporation and PlayRadio.net Acquisition
Corporation (the "Acquired Companies") into the Registrant.
In the mergers, 20 million shares of common stock of the Registrant,
representing approximately 90.5% of its outstanding stock, was issued to the
former stockholders of the Acquired Companies. Of these shares, Mr. Kontogiannis
beneficially owns 9,373,000 shares of the Registrant's common stock, or 43.4%,
Mr. Shatles beneficially owns 1,895,000 shares, or 8.57%, and the four new
directors appointed in the transaction own in the aggregate 1,902,000 shares or
8.6%.
As part of the mergers, the Registrant's name has been changed to Genfinity
Corporation (ticker symbol on the OTC Bulletin Board - GFIN). The original terms
of the deal called for the name of the Registrant to be changed to Letterpath,
Inc., but the parties agreed on the new name as being more representative of the
multiple businesses in which the Registrant intends to engage. Warrants of Apple
Homes Corporation remain the obligation of Genfinity Corporation (ticker symbol
on the OTC Bulletin Board - GFINW).
The mergers were approved by the holders of a majority of the Registrant's
outstanding common stock at a meeting held on August 21, 2000. Proxies for the
meeting were solicited through a proxy statement filed with the Securities and
Exchange Commission on July 19, 2000 (the "Proxy Statement"), which more fully
describes the transaction and gives information on the Acquired Companies. The
Proxy Statement is available on the Securities and Exchange Commission's
website, www.sec.gov and is incorporated herein by reference.
(b) The Registrant is not aware of any arrangements or understandings among the
former and new control groups of the Registrant and their associates with
respect to elections of directors or other matters.
Item 2. Acquisition or Disposition of Assets
(a) On September 30, 2000 as part of the agreement under which the mergers
referred to in Item 1 took place, the Registrant sold to Apple Homes
Acquisition Corporation (the "Acquiring Company"), a Georgia corporation
controlled by Thomas Kontogiannis, all of the assets as it existed
immediately prior to the mergers, and business of the Registrant, and the
Acquiring Company assumed all of the liabilities of the Registrant other
than its obligations to its debenture holders and warrant holders. The
purchase price of the assets was $900,000, which was paid in cash at the
closing. This purchase price was reduced, as provided in the agreement for
the sale of assets, to reflect the difference between the amount of cash
the Registrant had on hand at the closing date and $1,500,000 (the original
purchase price agreed to by the parties).
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It is the Acquiring Company's intent to continue the original business of the
Registrant. As part of this intent, it will change its name to Apple Homes
Corporation.
As part of the sale of assets, the Acquiring Company was to have caused the
personal guaranties issued by E. Samuel Evans, the President of the Registrant,
to be released. These guaranties included substantially all of the Registrant's
outstanding debt totaling at the date of closing approximately $7,600,000.
Instead, it was decided at the closing to have these guaranties continue, with
Mr. Evans to be indemnified by the Acquiring Company and Mr. Kontogiannis
against loss as a result of their continuance. The change was made to
accommodate the desires of the Registrant's principal floor plan lenders the
debts to whom were assumed by the Acquiring Company as part of the transaction.
As consideration for his agreement to continue his guaranties, Mr. Evans
received 10% of the stock of the Acquiring Company. This consideration was not
part of the original agreement for the sale of the Registrant's assets as
described in the proxy statement.
Also at the closing, Mr. Evans, formerly the President and Chief Executive
Officer of the Registrant, was elected as President and Chief Operating Officer
of the Acquiring Company and Laura H. Rollins, formerly the Secretary and
Treasurer and Chief Financial Officer of the Registrant, was elected Secretary
and Treasurer and Chief Financial Officer of the Acquiring Company.
The sale of assets was approved by the holders of a majority of the Registrant's
outstanding common stock at a meeting held on August 21, 2000. Proxies for the
meeting were solicited through the Proxy Statement, which is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(a) Unaudited financial statements for constituent corporations of the Acquired
Companies for the years ended December 31, 1998 and 1999, as applicable,
were included in the Proxy Statement, and unaudited combined balance sheets
for constituent corporations, and are incorporated herein by reference. The
historical financial statements for the constituent corporations have not
and will not be audited. Full audited financial statements for all units of
the corporation for the period January 1, 2000 to September 30, 2000 will
be completed and filed as an amendment to this Report on or before
November 29, 2000.
(b) Pro forma unaudited financial information for the Registrant and the
Acquired Companies at September 30, 2000 and for the 12 months then ended
will be filed as an amendment to this Report on or before November 29,
2000.
(c) The Agreement and Plan of Merger and Sale of Assets dated May 20, 2000
pursuant to which the mergers of the Acquired Companies into the Registrant
and the sale of assets by the Registrant to the Acquiring Company took
place, was attached to the Proxy Statement and is incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLE HOMES CORPORATION
Date: October 13, 2000 /s/ Arnold W. Kwong
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Chief Operating Officer
